SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Westway Group, Inc. (formerly Shermen WSC Acquisition Corp.)

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

96169B 100

(CUSIP Number)

Francis P. Jenkins, Jr.

The Shermen Group

230 Park Avenue, Suite 1000

New York, NY 10169

Telephone: (212) 300-0020

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 28, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid or OMB control number.

CUSIP No.   96169B 100
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Francis P. Jenkins, Jr.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO*
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power Not applicable
			8	Shared Voting Power 540,000**
			9	Sole Dispositive Power Not applicable
			10	Shared Dispositive Power 540,000**
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 540,000**
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percentage of Class Represented by Amount in Row (11) 4.19%
	14	Type of Reporting Person (See Instructions) IN

* See Item 3.

** See Items 2 and 5.

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CUSIP No.   96169B 100
	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Shermen WSC Holding LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC*
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power Not applicable
			8	Shared Voting Power 540,000**
			9	Sole Dispositive Power Not applicable
			10	Shared Dispositive Power 540,000**
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 540,000**
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percentage of Class Represented by Amount in Row (11) 4.19%
	14	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

* See Item 3.

** See Items 2 and 5.

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Item 1.	Security and Issuer
This Amendment No. 1 to Schedule 13D relates to the Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of Westway Group, Inc. (formerly Shermen WSC Acquisition Corp.), a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission on June 14, 2007. The address of the principal executive offices of the Issuer is 365 Canal Street, Suite 2900, New Orleans, Louisiana 70130.
Item 2.	Identity and Background
This statement is filed jointly by Francis P. Jenkins, Jr. and Shermen WSC Holding LLC (“Shermen” and, together with Mr. Jenkins, the “Reporting Persons”). The principal business of Shermen is investing in the Class A Common Stock of the Issuer and the Founder Warrants (as defined in Item 5 below) of the Issuer. Mr. Jenkins is the managing member of Shermen Capital Partners, LLC, the managing member of Shermen, has broad discretionary power over the management of Shermen and has the sole voting and dispositive power with respect to Shermen’s investments in the Issuer. In addition, Mr. Jenkins is a member of the board of directors of the Issuer. Mr. Jenkins is a citizen of the United States of America. Shermen is a Delaware limited liability company. The business address of the Reporting Persons is c/o The Shermen Group, 230 Park Avenue, Suite 1000, New York, New York 10169. During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person identified in response to this Item 2, have been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
Not applicable in that the transaction involved the disposition of, and not the acquisition of, securities.
Item 4.	Purpose of Transaction
Not applicable in that the transaction involved the disposition of, and not the acquisition of, securities.
Item 5.	Interest in Securities of the Issuer
As of the date of this statement, Shermen may be deemed to be the beneficial owner of an aggregate of 540,000 shares of Class A Common Stock of the Issuer, which represents approximately 4.19% of the Class A Common Stock of the Issuer outstanding as of the date of this statement. While Shermen is the record owner of these securities, Mr. Jenkins has all the voting and dispositive power over securities owned by Shermen. Accordingly, Shermen disclaims any beneficial ownership of such securities. As of the date of this statement, Mr. Jenkins may be deemed to be the beneficial owner of an aggregate of 540,000 shares of Class A Common Stock of the Issuer, which represents approximately 4.19% of Class A Common Stock of the Issuer outstanding as of the date of this statement. While Shermen is the record owner of these securities, Mr. Jenkins has all the voting and dispositive power over securities owned by Shermen.

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All percentages set forth in this statement are based upon the Issuer’s reported 12,879,033 outstanding shares of Class A Common Stock as reported on the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2009. The following transactions in Class A Common Stock were effected by the Reporting Persons during the sixty days preceding the date of this statement: ·pursuant to the Agreement, dated May 22, 2009 (the “Dorset Agreement”), between Shermen and Dorset Management Corporation (“Dorset”), Shermen agreed to transfer 857,142 shares of Class A Common Stock of the Issuer held by it to certain funds managed by Dorset upon the release of those shares from escrow under a stock escrow agreement entered into by Shermen in connection with the Issuer’s initial public offering in exchange for Dorset’s agreement to purchase shares of the Issuer’s common stock and vote such shares in favor of the matters voted on at the Issuer’s annual meeting held on May 26, 2009; and ·pursuant to the Letter Agreement, dated May 26, 2009 (the “Letter Agreement”), between the Issuer, Shermen, Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man Holdings Limited, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc., Shermen agreed to surrender to the Issuer 3,266,608 shares of Class A Common Stock of the Issuer, of which 1,000,000 shares are deposited in escrow to be released upon the achievement by the Issuer of earnings and share price targets. The share ownership data in this Item 5 does not include the following: ·warrants to purchase 3,814,286 shares of Class A Common Stock of the Issuer exercisable within 60 days of June 1, 2009 (the “Founder Warrants); ·857,142 shares of Class A Common Stock of the Issuer currently held in escrow, which Shermen agreed to transfer to certain funds managed by Dorset  pursuant to the Dorset Agreement upon the release of those shares from escrow; and ·1,000,000 shares of Class A Common Stock of the Issuer currently held in escrow, which Shermen agreed to surrender to the Issuer pursuant to the Letter Agreement upon the release of those shares from escrow. If the Founder Warrants described above were included, Mr. Jenkins would beneficially own 26.1% of the outstanding Class A Common Stock of the Issuer, which reflects the inclusion of the shares underlying such warrants in the number of shares outstanding for the purpose of such calculation.
Item 6.	Contracts, Arrangement, Understanding or Relationships with Respect to Securities of the Issuer
Reference is made to the disclosure set forth in Items 3, 4 and 5 of this statement, which disclosure is incorporated herein by reference.
Item 7.	Material to Be Filed as Exhibits
1.Joint Filing Agreement, dated as of June 1, 2009, between Francis P. Jenkins, Jr. and Shermen WSC Holding LLC (previously filed as Exhibit 1 to the Schedule 13D filed on June 14, 2007). 2.Agreement, dated May 22, 2009, between Shermen WSC Holding LLC and Dorset Management Corporation. 3.Letter Agreement, dated May 26, 2009, between the Westway Group, Inc., Shermen WSC Holding LLC, Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man Holdings Limited, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc.

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

	/s/ Francis P. Jenkins, Jr.
Dated: June 3, 2009	Francis P. Jenkins, Jr.
	SHERMEN WSC HOLDING LLC
	By: Shermen Capital Partners, LLC, its Managing Member
	By:	/s/ Francis P. Jenkins, Jr.
		Name:  Francis P. Jenkins, Jr.
Dated: June 3, 2009		Title:    Managing Member

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INDEX OF EXHIBITS

1.Joint Filing Agreement, dated as of June 1, 2009, between Francis P. Jenkins, Jr. and Shermen WSC Holding LLC (previously filed as Exhibit 1 to the Schedule 13D filed on June 14, 2007).

2.Agreement, dated May 22, 2009, between Shermen WSC Holding LLC and Dorset Management Corporation.

3.Letter Agreement, dated May 26, 2009, between the Westway Group, Inc., Shermen WSC Holding LLC, Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man Holdings Limited, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc.

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EX-2

Exhibit 2

Execution Copy

AGREEMENT

THIS AGREEMENT (this “Agreement”), dated as of May 22, 2009, by and between Shermen WSC Holding LLC, a Delaware limited liability company (“Holding”), and the signatory on the execution page hereof (“Stockholder”).

WHEREAS, Shermen WSC Acquisition Corp. (“Shermen”) has agreed to purchase certain businesses from ED&F Man Holdings Limited (together with its affiliates, “ED&F”) and certain of its affiliates, pursuant to a Transaction Agreement dated as of November 25, 2008, and amended and restated as of May 1, 2009 (such purchase, the “Business Combination”; such agreement as amended and restated, the “Transaction Agreement”);

WHEREAS, approval of the Business Combination is contingent upon, among other things, the affirmative vote of a majority of shares of Shermen’s common stock, par value $.0001 per share (“Common Stock”), (a) voted by the holders of Common Stock issued in the initial public offering of Shermen consummated on May 30, 2007 (such initial public offering, the “IPO”; such holders, the “Public Stockholders”) present and entitled to vote at the meeting of Shermen’s stockholders to be held on May 26, 2009 (as such meeting may be adjourned or postponed, the “Stockholders Meeting”) and (b) outstanding as of May 7, 2009 (the “Record Date”) for the Stockholders Meeting;

WHEREAS, pursuant to certain provisions in Shermen’s amended and restated certificate of incorporation, a Public Stockholder may, if such Public Stockholder affirmatively votes against the Business Combination, elect that Shermen convert such Public Stockholder’s shares of Common Stock into cash (“Conversion Rights”);

WHEREAS, the Business Combination is conditioned upon the exercise of Conversion Rights by holders of less than 40% of Common Stock issued in the IPO;

WHEREAS, Holding is the legal and beneficial owner of 5,663,750 shares of Common Stock and Holding (a) owned such shares as of the close business on the Record Date and (b) has the sole and exclusive right to vote such shares at the Stockholders Meeting, subject to undertakings made in connection with the IPO;

WHEREAS, subject to the terms and conditions set forth herein, Stockholder agrees to purchase 2,000,000 shares of Common Stock and to vote, at the Stockholders Meeting, each share of Common Stock held by Stockholder at such time in favor of the Business Combination and all other proposals required to consummate the Business Combination at the Stockholders Meeting; and

WHEREAS, in order to induce Stockholder to enter into this Agreement, Holding agrees, subject to the terms and conditions set forth herein, to transfer 857,142 shares of Common Stock owned by it (the “Transferred Shares”) to Stockholder upon release of such shares from escrow upon termination of the Escrow Period (as defined in the Stock Escrow Agreement dated as of May 30, 2007, to which Shermen and Holding are parties (the “Escrow Agreement”));

NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

1.Covenants of Holding. Subject to Stockholder having performed or complied with all agreements and covenants required by Section 2 of this Agreement to be performed or complied with by Stockholder, and solely in consideration thereof, Holding agrees that, upon release of the Transferred Shares from escrow upon termination of the Escrow Period, Holding shall (a) sell, transfer and assign to Stockholder all of Holding’s right, title and interest in the Transferred Shares, (b) tender certificates representing the Transferred Shares to Stockholder and duly executed stock powers or other instruments of transfer required to transfer the Transferred Shares to Stockholder, (c) under the Registration Rights Agreement dated May 30, 2007 to which Shermen and Holding are parties (the “Registration Rights Agreement”), assign to Stockholder Holding’s registration rights with respect to the Transferred Shares and agree that the Purchased Shares (as defined below) shall be included in the definition of “Registrable Securities” contained therein and (d) at the option of Holding, either take such steps as are required to include the Transferred Shares in an effective shelf registration statement of Shermen (pursuant to a post-effective amendment or otherwise) promptly after the transfer of the Transferred Shares to Stockholder (and in any event within thirty(30) days of such transfer), or, at the written request of the Stockholder, make a demand for a Demand Registration of the Transferred Shares on behalf of the Stockholder pursuant to Section 2.1.1 of the Registration Rights Agreement.

2.Covenants of Stockholder.

2.1.Prior to the Stockholders Meeting, Stockholder shall purchase 2,000,000 shares of Common Stock (the “Purchased Shares”).

2.2.Stockholder shall vote, or direct to be voted as set forth in Section 2.4, at the Stockholders Meeting, each share of Common Stock held by it at such time (including each Purchased Share but not including any Transferred Share) in favor of the Business Combination and all other proposals required to consummate the Business Combination at the Stockholders Meeting.

2.3.If, as of the date of this Agreement, Stockholder has not elected to exercise its Conversion Rights with respect to any shares of Common Stock held by it, Stockholder shall not elect to exercise such Conversion Rights. If, however, as of the date of this Agreement, Stockholder has elected to exercise its Conversion Rights with respect any of the shares of Common Stock held by it, it shall properly and validly withdraw such conversion election with respect to all such shares of Common Stock within one business day of this Agreement.

2.4.Promptly after purchasing the Purchased Shares, Stockholder shall direct Lazard Capital Markets LLC (“Lazard”) to take all action necessary such that the sellers of the Purchased Shares vote at the Stockholders Meeting in accordance with the instructions of Stockholder.  Stockholder shall request that Lazard deliver to Holding, if available, a true and correct copy of the voting information form with respect to all shares of Common Stock held by Stockholder (including the Purchased Shares) indicating the financial institution through which

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those shares are held and the control number regarding the voting of those shares (the “Control Number”), or, in the alternative, written confirmation by Lazard of such information as would appear on the voting information form.  Stockholder agrees that Holding may use the Control Number to enforce the terms of this Agreement.

3.Representations and Warranties of Holding.

3.1.Holding hereby represents to Stockholder on the date hereof and on the Closing Date that:

(a)Sophisticated Holding. Holding is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the transfer of the Transferred Shares to Stockholder.

(b)Independent Investigation. Holding, in making the decision to transfer the Transferred Shares to Stockholder, has not relied upon any oral or written representations or assurances from Shermen or ED&F or any of their respective officers, directors or employees or any other representatives or agents of Shermen or ED&F. Holding has had access to and reviewed all of the filings made by Shermen with the SEC, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”), in each case to the extent available and publicly accessible via the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(c)Authority. This Agreement has been validly authorized, executed and delivered by Holding and, assuming the due authorization, execution and delivery thereof by Stockholder, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Holding does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Holding is a party which would prevent Holding from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Holding is subject. As of each of the Record Date and the date hereof, Holding was and is the legal and beneficial owner of the Transferred Shares and had and has the sole and exclusive right to vote the Transferred Shares at the Stockholders Meeting, subject to undertakings made in connection with the IPO.

(d)Consents. No consent, approval, order or authorization of, or registration, qualification, or filing, with any governmental authority or any other person is required on the part of Holding in connection with the execution, delivery and performance of this Agreement.

(e)Free and Clear of Encumbrances. Holding is the beneficial owner of the Transferred Shares and has good marketable title to the Transferred Shares, subject to the terms of the Escrow Agreement, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.

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(f)No Additional Agreements. Other than this Agreement and the letter agreement dated May 24, 2007, between Shermen and Holding, Holding is not party to any agreement to sell, otherwise transfer, or vote any of the Transferred Shares.

(g)No Legal Advice from Stockholder. Holding acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Holding’s own legal counsel and investment and tax advisors. Holding is relying solely on such counsel and advisors and not on any statements or representations of Stockholder or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

4.Representations and Warranties of Stockholder.

4.1.Stockholder hereby represents to Holding on the date hereof that:

(a)Sophisticated Stockholder. Stockholder is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the transfer of the Transferred Shares by Holding.

(b)Independent Investigation. Stockholder, in making the decision to accept the Transferred Shares from Holding and to agree to the covenants set forth herein, has not relied upon any oral or written representations or assurances from Holding, Shermen or ED&F or any of their respective officers, directors or employees or any other representatives or agents of Holding, Shermen or ED&F. Stockholder has had access to and has had an opportunity to review all of the filings made by Shermen with the SEC, pursuant to the Exchange Act and the Securities Act, in each case to the extent available and publicly accessible via EDGAR.

(c)Authority. This Agreement has been validly authorized, executed and delivered by Stockholder and, assuming the due authorization, execution and delivery thereof by Holding, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Stockholder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Stockholder is a party which would prevent Stockholder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Stockholder is subject. As of the date of the Stockholders Meeting, Stockholder will be the legal and beneficial owner of all shares of Common Stock held by it (which shall include all of the Purchased Shares but none of the Transferred Shares) and will have directed Lazard to take all action necessary such that the sellers of the Purchased Shares vote at the Stockholders Meeting in accordance with the instructions of Stockholder and do not exercise the Conversion Rights attached to such shares at the Stockholders Meeting.

(d)Consents. No consent, approval, order or authorization of, or registration, qualification, or filing, with any governmental authority or any other person is required on the part of Stockholder in connection with the execution, delivery and performance of this Agreement.

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(e)No Additional Agreements. Other than this Agreement, Holding is not and will not, at the time of the Stockholders Meeting, be party to any agreement to vote any of the shares of Common Stock held by it (including the Transferred Shares and the Purchased Shares).

(f)No Legal Advice from Holding. Stockholder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Stockholder’s own legal counsel and investment and tax advisors. Stockholder is relying solely on such counsel and advisors and not on any statements or representations of Holding or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

5.Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the termination of the Transaction Agreement or at 11:59 p.m., eastern daylight time, on May 30, 2009, if the Business Combination has not occurred by such time.

6.Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

7.Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8.Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

9.Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

10.Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements,

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representations, warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

SHERMEN WSC HOLDING LLC
By:
	Name:
	Title:
DORSET MANAGEMENT CORPORATION, Solely on behalf of funds for which it serves as investment manager
By:
	Name:
	Title:
Address: 485 Underhill Boulevard, Suite 205 Syosset, New York 11791

THE UNDERSIGNED acknowledge and agree that, under the Registration Rights Agreement and pursuant to Section 1 of this Agreement, Stockholder (1) will be assuming Holding’s registration rights with respect to the Transferred Shares, (2) shall be entitled to include the Purchased Shares in the definition of “Registrable Securities” contained therein, (3) will be able to exercise such registration rights as if it were an original signatory thereto and (4) will honor any demand for a Demand Registration made by Holding with respect to the Transferred Shares on behalf of Stockholder pursuant to Section 1, subject to the terms and conditions of the Registration Rights Agreement.

SHERMEN WSC ACQUISITION CORP.
By:
	Name:
	Title:

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EX-3

Exhibit 3

EXECUTION COPY

ED&F MAN HOLDINGS LIMITED

Cottons Centre

Hay’s Lane

London SE1 2QE

England

May 26, 2009

Shermen WSC Acquisition Corp.,

Terminal Merger Sub LLC and

Feed Merger Sub LLC

c/o Shermen WSC Acquisition Corp.
230 Park Avenue
Suite 1000
New York, NY 10169
Attention:  Chief Executive Officer
Facsimile:  (212) 332-2475

Westway Holdings Corporation,

Westway Terminal Company Inc. and

Westway Feed Products, Inc.

Cottons Centre

Hay’s Lane

London SE1 2QE

England

Attention: Philip Howell

Facsimile: +44 207 089 8112

Ladies and Gentlemen:

Reference is made to the Transaction Agreement, dated as of November 25, 2008, as amended and restated as of May 1, 2009 (as so amended and restated, the “Transaction Agreement”), by and among Shermen WSC Acquisition Corp., Terminal Merger Sub LLC, Feed Merger Sub LLC, ED&F Man Holdings Limited, Westway Holdings Corporation, Westway Terminal Company Inc. and Westway Feed Products, Inc.  Defined terms used herein and not otherwise defined herein have the meaning ascribed to them in the Transaction Agreement.  The undersigned hereby agree as follows:

1.             Estimated Closing Statements.

Pursuant to Section 2.9(b)(i) and Section 3.2(b)(i) of the Transaction Agreement, ED&F is required to deliver the Estimated Merger Closing Statement and the Estimated

Stock Sale Closing Statement, respectively, to Parent at least ten days prior to the Closing Date (the “Ten Day Requirement”).  Notwithstanding Section 2.9(b)(i) and Section 3.2(b)(i) of the Transaction Agreement, the Ten Day Requirement will be satisfied, and ED&F will be deemed to have complied in all respects with the Ten Day Requirement, so long as it delivers the Estimated Merger Closing Statement and the Estimated Stock Sale Closing Statement to Parent at least five days prior to the Closing Date.

2.             Purchases of Parent Common Stock by Parent.

Section 7.2 of the Transaction Agreement among other things restricts the ability of Parent to undertake certain actions prior to the Closing without the consent or approval of ED&F.  Pursuant to Section 7.2 of the Transaction Agreement, ED&F hereby consents to and approves of the purchase by Parent of up to 2,514,369 shares of Parent Common Stock in privately negotiated transactions at a purchase price per share not to exceed $6.00, which purchases shall be consummated contingent upon the Closing and the purchase price for which shall be paid either on the Closing Date or within two Business Days after the Closing (the “Repurchases”).  In addition, Holdings agrees that, upon execution and delivery of the Stockholder’s Agreement, it will be deemed to have consented to the consummation of the Repurchases as required under Section 3.1(j) of the Stockholders’ Agreement.

3.             Amendment to Certain Definitions.

The definition of “Common Stock Merger Consideration” in the Transaction Agreement is hereby amended and restated in its entirety as follows:

“Common Stock Merger Consideration” means 24,323,614 shares of Parent Common Stock; provided, however, that if, upon the issuance of such Parent Common Stock at the Closing and taking into account (a) any shares of Parent Common Stock converted into cash from the Trust Account pursuant to Parent’s amended and restated certificate of incorporation, (b) any shares of Parent Common Stock which Parent agreed to repurchase contingent upon the Closing with the consent of ED&F, (c) any shares forfeited or returned or to be forfeited or returned to the Company for cancellation by Parent Founder in connection with the Closing pursuant to an agreement among the parties hereto and Parent Founder, dated as of May 26, 2009, and (d) any shares of Parent Common Stock owned by any ED&F Party immediately prior to the Closing, the ED&F Parties and their Affiliates would beneficially own more than 49.5% of the issued and outstanding shares of Parent Common Stock, such number of shares of Parent Common Stock shall be reduced to that number of shares that would result in the ED&F Parties and their Affiliates upon the

Closing beneficially owning 49.5% of the issued and outstanding shares of Parent Common Stock. For the avoidance of doubt, for purposes of this definition, “Affiliates” of the ED&F Parties shall not include the Employee Trust or any Designated Employee.

4.             Certain Employees.

Pursuant to Section 7.8(p) of the Transaction Agreement, ED&F is required to take all actions necessary in accordance with all applicable Law to provide that the employees listed in Section 7.8(p) of the Disclosure Schedule cease to be employees of any Transferred Companies prior to the Effective Time (the “Employee Transfer Requirement”).  Notwithstanding Section 7.8(p) of the Transaction Agreement, the Employee Transfer Requirement will be satisfied, and ED&F will be deemed to have complied in all respects with the Employee Transfer Requirement, with respect to the employees listed in Annex A to this letter agreement (the “Covered Employees”), so long as it takes all actions necessary in accordance with all applicable Law to provide that the Covered Employees cease to be employees of any Transferred Companies as soon as practicable after ED&F’s new Canadian subsidiary has in place the payroll and other services necessary to employ the Covered Employees (which may be after the Effective Time).

5.             Guarantee, Indemnity and Letter Agreement.

At the Closing, Parent shall execute and deliver to ED&F (a) the guarantee in favor of Forth Ports plc in the form attached as Annex B to this letter agreement, (b) the deed of indemnity between ED&F and Parent in the form attached as Annex C to this letter agreement, and (c) the letter agreement between ED&F Man Treasury Management plc and Westway Group, Inc. in the form attached as Annex D to this letter agreement, and Parent’s execution and delivery of such guarantee, deed of indemnity and letter agreement will be a condition to the obligations of the ED&F Parties to consummate the transactions contemplated by the Transaction Agreement.

6.             Delivery of Certificates Representing Capital Stock

Pursuant to Section 4.2(a)(i) of the Transaction Agreement, ED&F is required to deliver or cause to be delivered to Parent and the Merger Subs certificates representing (or similar evidence of ownership of) the shares of capital stock (or other ownership interests) of the Purchased Companies, duly endorsed in blank or accompanied by powers duly executed in blank and any necessary Foreign Transfer Agreements (the “Share Certificate Requirement”).  Notwithstanding Section 4.2(a)(i) of the Transaction Agreement, the Share Certificate Requirement will be satisfied, and ED&F will be deemed to have complied in all respects with the Share Certificate Requirement with respect to each Purchased Company listed on Annex E to this Letter Agreement (“Non-Certificate Companies”), so long as it delivers to Parent and the Merger Subs copies or,

to the extent available, originals of those documents listed on Annex E opposite such Purchased Company’s name.

7.             Series A Preferred Stock.

In the event that Parent purchases shares of Parent Common Stock as described in paragraph 2 above, the number of authorized shares of Series A Preferred Stock in Section 4.1.1 of the Post-Closing Amended and Restated Certificate of Incorporation included in Exhibit B to the Transaction Agreement shall be amended by replacing “30,000,000” with “33,000,000.”

8.             Forfeiture of Parent Common Stock.

Parent Founder, by its signature below, hereby agrees to return to Parent for cancellation at the Closing or, if not then permitted to be released pursuant to the terms of the IPO Stock Escrow Agreement, agrees to provide as soon as possible after the date hereof, an irrevocable instruction to the escrow agent under the IPO Stock Escrow Agreement, in form and substance acceptable to ED&F, to return to Parent for cancellation upon their release under the IPO Stock Escrow Agreement, 3,266,608 shares of Parent Common Stock, of which 1,875,000 shares shall be returned to Parent by the Escrow Agent for cancellation immediately upon their release pursuant to the Stock Escrow Agreement in the manner specified in Paragraph 9.  It is the intent of the parties that, upon the Closing and after giving effect to the transactions contemplated hereby, the greatest number of shares of common stock of Parent that Parent Founder will have the right to receive is 1,540,000, of which 1,000,000 shares may be released to Parent Founder only in accordance with the Stock Escrow Agreement.  If the returns of the numbers of shares specified in the first sentence of this Paragraph 8 would not result in such purpose and intent being given effect, the parties shall adjust such numbers of shares (and such numbers of shares shall be deemed adjusted) to the extent necessary to give effect to such purpose and intent.

9.             Amendments Relating to the Stock Escrow Agreement.

In connection with the forfeiture of 1,875,000 of the shares of Parent Common Stock described above in paragraph 8, the parties hereto agree that the number of shares of Parent Common Stock beneficially owned by Parent Founder remaining in escrow for release to Parent Founder upon the achievement of certain milestones described in the Stock Escrow Agreement shall be reduced by 1,875,000 shares.  This reduction in the number of shares of Parent Common Stock that may be released to Parent Founder pursuant to the Stock Escrow Agreement shall be effected by causing the Escrow Agent to deliver to Parent for cancellation the number of shares that would otherwise have been released to Parent Founder under Section 5(c)(ii) of the Stock Escrow Agreement, until the number of shares to have been so released to Parent Founder is reduced to zero, and then by causing the Escrow Agent to deliver to Parent for cancellation the number of shares that otherwise would have been released to Parent Founder under Section 5(b)(ii) of the Stock Escrow Agreement.  Parent, Holdings and Parent Founder shall cause the

Stock Escrow Agreement to be amended and restated as soon as possible after the Closing, and shall take any other actions necessary, to give effect to the purpose and intent of Paragraph 8 and this Paragraph 9.

10.           Certain Closing Deliveries and Conditions; Amendment in Respect of Trust Account; Special Dividend Record Date.

(a)           Notwithstanding the last recital of the Transaction Agreement and Sections 4.2(b)(vi) and 4.2(b)(ix) of the Transaction Agreement, Parent and Merger Subs shall not be required to deliver the Stock Exchange Agreement and the Proxy Agreement at or prior to the Closing, the Stock Exchange Agreement and the Proxy Agreement will not be executed at Closing and the transactions contemplated thereby will not be consummated and it shall not be a condition to the Closing that the Stock Exchange Agreement and the Proxy Agreement be executed and delivered.

(b)           Sections 7.19 and 8.3(f) of the Transaction Agreement are hereby amended by replacing the references therein to the amount of $137,900,000 with references to the amount of $137,850,000.

(c)           Section 7.15 of the Transaction Agreement among other things requires Parent to cause its board of directors to declare the special dividend described therein with a record date (the “Record Date”) that is no fewer than three nor more than five calendar days after the Closing Date (the Record Date Timing Requirement”).  Notwithstanding such Section 7.l5, the Record Date Timing Requirement will be satisfied, and Parent will be deemed to have complied in all respects with the Record Date Timing Requirement, so long as the Record Date specified in Parent’s board of directors’ declaration of such special dividend is no later than June 8, 2009.

11.           Miscellaneous.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.  This letter agreement may be executed in counterparts (including via facsimile or other electronic transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[remainder of page intentionally left blank]

Please confirm that the foregoing is in accordance with your understanding by signing and returning to us an executed duplicate of this letter agreement.

		ED&F MAN HOLDINGS LIMITED
		By:	/s/ Philip A. Howell
			Name: Philip A. Howell
			Title:   Chief Operating Officer
Acknowledged and agreed as of the date first above written:
WESTWAY HOLDINGS CORPORATION
By:	/s/ Wayne N. Driggers
	Name: Wayne N. Driggers
	Title:   Executive Vice President
WESTWAY TERMINAL COMPANY INC.
By:	/s/ Wayne N. Driggers
	Name: Wayne N. Driggers
	Title:   President
WESTWAY FEED PRODUCTS, INC.
By:	/s/ Anthony R. Watts
	Name: Anthony R. Watts
	Title:   Director/Secretary
SHERMEN WSC ACQUISITION CORP.
By:	/s/ Francis P. Jenkins, Jr.
	Name: Francis P. Jenkins, Jr.
	Title:   Chairman and Chief Executive Officer

TERMINAL MERGER SUB LLC
By:	/s/ Francis P. Jenkins, Jr.
	Name: Francis P. Jenkins, Jr.
	Title: President
FEED MERGER SUB LLC
By:	/s/ Francis P. Jenkins, Jr.
	Name: Francis P. Jenkins, Jr.
	Title: President
Solely as to Paragraphs 8, 9 and 11 above:
SHERMEN WSC HOLDING LLC
By:	/s/ Francis P. Jenkins, Jr.
	Name:
	Title:

Cc:

Cottons Centre

Hay’s Lane

London SE1 2QE

England

Attention: Philip Howell

Facsimile: +44 207 089 8112

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

Attention: Alexander M. Dye, Esq.

Facsimile: (212) 259-6333

Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA  19104
Attention:  Craig L. Godshall, Esq.
Facsimile:  (215) 994-2222

ANNEX A

COVERED EMPLOYEES

ANNEX B

FORM OF
GUARANTEE

ANNEX C

FORM OF
DEED OF INDEMNITY

ANNEX D

FORM OF

LETTER AGREEMENT

ANNEX E

Purchased Company	Document(s)
ED&F Man Korea Ltd.	·     Stock Transfer Agreement ·     Original Company Registry ·     Copy of the Shareholder Ledger ·     Copy of Foreign Invested Enterprise Certificate
Westway Terminals Nederland B.V.	·     Stock Transfer Agreement ·     Certified Articles of Association and English translation ·     Original Extract from the Chamber of Commerce
Westway Terminals Esbjerg ApS	·     Stock Transfer Agreement ·     Legal Confirmation executed by Rasmus Mehl dated May 26, 2009 ·     Original Extract from Danish Registry
Westway Terminals Poland sp. zo.o	·     Stock Transfer Agreement ·     Original Notarial Deed ·     As soon as reasonably practicable following Closing a copy and an original of the extract from the Polish Registry